DISTRIBUTOR'S OBLIGATIONS Sample Clauses

DISTRIBUTOR'S OBLIGATIONS. (a) Distributor at its own cost agrees, to (i) use its commercially reasonable efforts to sell the Products and increase demand for the Products, including but not limited to development and implementation of a business plan and strategy; (ii) maintain an adequate number of full-time, personnel trained in marketing, sales, and operations of the Products; (iii) have Distributor’s or Buyer’s sales representatives, as the case may be, participate in any Dais’s sales and technical training programs and such trade shows and sales meetings as Dais may reasonably designate from time to time; (iv) provide demonstration assistance to promote the Products; (v) allow Dais, at Dais’s option, to participate during Distributor’s or Buyer’s sales meetings at no charge to Dais; (vi) generate and qualify sales leads; (vii) support the sales process with cost proposals, demonstrations, customer agreements, etc.; (viii) assist current and new customers in ordering appropriate Products for their needs; (ix) promptly deliver Products to its customers upon order; (x) maintain adequate sales and warehouse facilities and sufficient inventory to fulfill the requirements of its customers; (xi) maintain adequate records with respect to the Product (to include, without limitation, serial and model numbers, installation date and location and customer’s name); (xii) not issue free goods of or credits on Products without the prior written consent of Dais; (xiii) send Dais, upon request, a quarterly listing of itemized Product volumes purchased by individual customers, material inventory status, and general market conditions (including customer trends, competition and economic and regulatory conditions that effect sales); (xiv) maintain a list of the locations of its customers to which Products have been delivered and are installed; (xv) purchase from Dais at least one Distributor Demo Unit for the Distributor and each Buyer(s) within six (6) weeks of the execution of this Agreement at a price to be mutually agreed by the Parties; (xvi) sell to any additional Buyer(s) a minimum of (1) Distributor Demo Unit’ purchased from either Dais or the Distributor. The “Distributor Demo Unit” is a portable ConsERV system of the type designated as a ConsERV H75i unit with integrated humidification capability and on-board sensors for temperature and humidity able to demonstrate a functioning ConsERV unit.

DISTRIBUTOR'S OBLIGATIONS. The Distributor shall: (a) solely be responsible for setting and advertising its selling prices in accordance with Applicable Law; (b) not use any advertising and merchandising materials or promotional literature to promote the Products without the Supplier’s prior written approval; (c) display advertising and merchandising materials and other signs provided by the Supplier; (d) ensure any advertising and merchandising materials it produces itself shall comply with all Applicable Law, are fit for the purpose intended and are not defective; (e) observe all directions and instructions given to it by the Supplier for promotion and advertisement of the Products; and (f) not make any written statement as to the quality or manufacture of the Products without the Supplier’s prior written approval.

DISTRIBUTOR'S OBLIGATIONS. Upon the expiration or termination of this Agreement (other than pursuant to an approved agreement to sell the dealership business or assets or to otherwise transfer the ownership of DEALER), DISTRIBUTOR shall repurchase from DEALER the following: a. New, unused, never titled, unmodified, undamaged, current model year Toyota Motor Vehicles with less than 100 miles, then unsold in DEALER's inventory. The prices of such Motor Vehicles shall be the same as those at which they were originally purchased by DEALER, less all prior refunds or other allowances made by DISTRIBUTOR to DEALER with respect thereto. b. New, unused and undamaged Toyota parts and accessories, contained in the original packaging, then unsold in DEALER's inventory that are in good and saleable condition. The prices for such parts and accessories shall be the prices last established by DISTRIBUTOR for the sale of identical parts or accessories to dealers in the area in which DEALER is located. c. Special service tools recommended by DISTRIBUTOR and then owned by DEALER and that are especially designed for servicing Toyota Motor Vehicles. The prices for such special service tools will be the price paid by DEALER less appropriate depreciation, or such other price as the parties may negotiate. d. Signs that DISTRIBUTOR has recommended for identification of DEALER and are owned by DEALER. The price of such signs shall be the price paid by DEALER less appropriate depreciation or such other price as the parties may negotiate.

DISTRIBUTOR'S OBLIGATIONS. In connection with the indemnities provided hereunder, Distributor shall: (i) promptly notify CSR of any claim that is subject to CSR’s indemnification obligations hereunder, but Distributor’s failure to promptly notify CSR shall not discharge CSR of its obligation to indemnify Distributor unless and only to the extent that such failure is held to prejudice CSP’s defense of such claim; (ii) reasonably cooperate with CSR in the performance of its obligations hereunder, provided any related costs or expenses incurred by Distributor shall be covered by CSR; and (iii) grant CSR the right to control the defense and settlement of any claim which is subject to indemnification, provided CSR pays in full any monetary component of such settlement and further provided that such settlement contains a full and unconditional release of Distributor and no admission of liability on behalf of Distributor. Notwithstanding the foregoing, (a) Distributor shall have the right to employ separate counsel and participate in the defense of such action, at Distributor’s expense, and (b) if (1) CSR does not promptly assume the defense of any such claim following notice of its election to do so, or (2) Distributor reasonably concludes that there may be defenses available to it which are different from or additional to those available to CSR and which could reasonably be expected to result in a conflict of interest or prejudice to Distributor if both Parties were represented by the same counsel, then Distributor have the right to undertake the defense of such claim with counsel of its own choosing, with the reasonable costs thereof to be borne by CSR.

DISTRIBUTOR'S OBLIGATIONS. 4.1 Distributor agrees: A. To use its best efforts to effectively market the Products; B. To maintain an adequate inventory of the Products to ensure rapid customer delivery. C. To make the minimum annual payments to GDTI specified in Schedule C. D. To promote the licensing and distribution of the Products through regular contact with customers in the Authorized Area. E. To keep Distributor's customers in the Authorized Area advised of new GDTI products, as may be advised by GDTI from time to time and to distribute promptly to its customers any updates, upgrades, patches or revisions to the Products provided by GDTI. F. To cooperate with and assist in advertising and sales campaigns instituted by GDTI for the Products in the Authorized Area. This applies only in Authorized Area coverage. Distributor will develop promotional materials and make copies available at no charge to GDTI, subject to GDTI’s prior approval of any such materials. GDTI may use, reproduce, distribute, publish, display and make derivative works of such materials as it sees fit. G. To provide, at its sole expense, an effective means of demonstrating the capabilities of the Products to potential and existing customers. To distribute to its customers technical material related to the Products, provided that all such material not provided directly by GDTI must be approved in writing by GDTI prior to distribution. Such approval will not be unreasonably denied or delayed. To request approval pursuant to this subsection, Distributor shall send copies of such material and a request for approval to the attention of GDTI President at the address specified in paragraph 20H. H. To conduct advertising and sales campaigns with respect to the Products using all kinds of promotional material including, but not limited to, press releases, exhibition panels, show boards and catalogues. Distributor agrees to refrain from making any claim, representation or warranty concerning the Products in excess of those made by GDTI, and shall not create any cartons, packaging or labels for the Products without GDTI's prior written approval of such cartons, packaging or labels. GDTI shall have the continuing right to inspect and review Distributor's advertising and sales material, and packaging, and to disapprove it or require such modification as GDTI deems advisable. In the event GDTI exercises its approval rights hereunder, Distributor, upon written notice, shall modify such material and/or packaging to comply with...

DISTRIBUTOR'S OBLIGATIONS. Distributor hereby accepts appointment as a Nortel Authorized Distributor and agrees, in accordance with the following standards, to devote all commercially reasonable efforts to diligently promote the Distribution of the Products within its authorized Territory and to satisfy the needs of its End Users within that Territory.

DISTRIBUTOR'S OBLIGATIONS. The Distributor shall carry out and complete the Distributor's Works and perform all its other obligations under this Agreement all in accordance with this Agreement.

DISTRIBUTOR'S OBLIGATIONS. Distributor will exert its best efforts and use all due diligence in promoting the sale and distribution of the Products in the Territory, and to this end will establish adequate distribution throughout the Territory. Distributor will keep Manufacturer advised monthly of its activities in connection with any sales or solicitation of sales. Distributor will actively pursue all inquiries and sales leads referred to it by Manufacturer. Distributor will keep Manufacturer advised of consumer demand for and reaction to the Products, of the activities of Manufacturer’s competitors and their distributors, and of other matters relating to the marketing of the Products in the Territory, and the proper application and use of the Products. Distributor will not distribute, sell or in any other way deal in products competitive with the Products. Distributor agrees to obtain all required government approvals and to attend to any required filings with the authorities concerning the Products and this Agreement, at its sole cost and expense. Manufacturer agrees to cooperate with Distributor in its efforts to secure any necessary government approvals in the Territory.

DISTRIBUTOR'S OBLIGATIONS. The Distributor will develop and maintain a market for the Products in the Territory and meet the sales and distribution goals on Schedule 4, which shall be updated at least annually, and to do the following: